Plaintiff City Antiques, Inc. ("City Antiques") and Defendant Planned Furniture Promotions, Inc. ("Planned Furniture") entered into a contract governing Planned Furniture's assistance with a sale promotion and the liquidation of City Antiques' inventory. The sale promotion was not as successful as City Antiques had hoped or expected it would be. Planned Furniture filed suit in federal court in Connecticut on March 5, 2014. Almost three weeks later, City Antiques filed suit in this Court on March 21, 2014. Planned Furniture moves to dismiss this action pursuant to Rule 12(b)(3) of the Federal Rules of Civil Procedure for improper venue and pursuant to the "first-to-file" rule. For the reasons stated below, the Court grants Planned Furniture's motion.

STANDARDS

Rule 12(b)(3) of the Federal Rules of Civil Procedure permits a court to dismiss an action based on improper venue. Fed.R.Civ.P. 12(b)(3). A party may assert this defense before filing a responsive pleading. In considering such a motion, the "pleadings need not be accepted as true, and facts outside the pleadings may be considered." Doe 1 v. AOL LLC, 552 F.3d 1077, 1081 (9th Cir. 2009) (citing Argueta v. Banco Mexicano, S.A., 87 F.3d 320, 324 (9th Cir. 1996)). Where there are factual conflicts, the court must resolve the disputed facts in favor of the nonmoving party, and must draw all reasonable inferences in the non-moving party's favor. See Murphy v. Schneider Nat'l, Inc., 362 F.3d 1133, 1138 (9th Cir. 2004).

BACKGROUND

A. The Contract Dispute

Plaintiff City Antiques owned a retail furniture store in Portland, Oregon. City Antiques is an Oregon corporation with its principal place of business in Oregon. Defendant Planned Furniture is a consulting company that provides promotional services to retail furniture stores throughout the United States, including store closing, going out of business, and liquidation sales. Planned Furniture is a Pennsylvania corporation with its principal place of business in Connecticut.

In May 2013, City Antiques entered into negotiations with Planned Furniture for City Antiques to retain Planned Furniture to assist City Antiques with a "high impact promotional sale, " in particular a "going out of business sale." During these negotiations, City Antiques requested projections from Planned Furniture relating to the going out of business sale. Planned Furniture provided projections, but noted that they were "forward looking, " "subject to risks, uncertainties, and assumptions, " and that the "actual results of the sale promotion may differ materially and adversely from those expressed or implied." In its projections, Planned Furniture presented City Antiques with a draft pro forma of "Gross Sales of $2, 575, 000.00" that "included a Projected Furniture Profit of 11%." On May 31, 2013, the parties entered into the "Sale Promotion Consulting Agreement" (the "SPCA"), which is governed by Oregon law. The parties amended the SPCA on July 8, 2013, and added a Valuation of Company on or about July 9, 2013, both of which are incorporated into the SPCA.

City Antiques alleges that although the projected sales provided by Planned Furniture were within a few thousand dollars of the draft pro forma, the actual costs resulted in a loss during the going out of business sale. City Antiques further alleges that it did not receive payments due under the SPCA and additional payments related to the sale of its inventory. Planned Furniture contends that after signing this agreement, City Antiques took deceptive actions and breached the SPCA, including its representations and warranties.

B. The Connecticut Action

On March 5, 2014, Planned Furniture filed suit against City Antiques in the United States District Court for the District of Connecticut (the "Connecticut Action"). Planned Furniture Promotions, Inc. v. City Antiques, Inc., Case No. 3:14-cv-00279-MPS (D. Conn. 2014). In that lawsuit, Planned Furniture alleges four claims for relief: breach of contract, fraud, unjust enrichment, and declaratory relief. With regard to its claim for declaratory relief, Planned Furniture based its allegation on its belief that City Antiques would make "false allegations" against Planned Furniture, even though it was City Antiques, Planned Furniture contends, that breached the SPCA, operated in a fraudulent manner, and caused the going out of business sale to be a loss.

On April 11, 2014, City Antiques filed a motion to dismiss in the Connecticut Action for lack of personal jurisdiction and a separate motion to transfer the case to another venue. On May 2, 2014, Planned Furniture filed its opposition to both motions. The ...

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